Contract analysis

I. DEPOSITION OBJECTIVES A. Primary Objectives The following objectives represent the core purposes of the Yeung cross-examination and should guide the overall allocation of time and questioning strategy throughout the deposition:

1. Establish Yeung's Direct Operational Responsibility. Bridget Yeung, as Meridian's Chief Operating Officer, occupied the critical position in the chain of command between CEO Victor Sandoval and VP of Field Operations Marcus Henley. She was the individual most directly responsible for the day-to-day operational management of the Northgate fiber build-out program — the largest single contract in Meridian's portfolio

2. Obtain Admissions Regarding Contractor-Side Schedule Delays. Meridian's schedule delays across Phases 1, 2, and 3 of the project were attributable to Contractor-side failures — specifically, chronic labor shortages, poor subcontractor management, equipment availability issues, and inadequate quality control — rather than to Owner-caused delays. Yeung must be pinned to specific factual admissions regarding the caus

3. Undermine Meridian's Constructive Change Order Defense. Meridian's principal affirmative defense rests on the claim that Northgate directed fourteen (14) scope changes without executing formal Change Orders under MCA § 16.1. The deposition should establish that Yeung, as the COO responsible for managing scope, failed to follow — and failed to insist that Northgate follow — the written Change Order procedure mandat

4. Elicit Testimony Regarding Meridian's Awareness of Quality Deficiencies. The project generated 287 Non-Conformance Reports (NCRs) — 43 classified as critical and 244 classified as non-critical — representing a pervasive pattern of quality failures. The deposition should explore Yeung's knowledge of and response to these NCRs, with particular focus on the 43 critical NCRs and the 12 additional critical NCRs that we

5. Explore Subcontractor Oversight Failures. Meridian's use of subcontractors on the Northgate project was extensive, and there is substantial evidence that Meridian failed to adequately vet, staff, train, manage, and oversee those subcontractors. Yeung must be questioned about the subcontractor selection process, the allocation of NCRs attributable to subcontractor work, and the corrective actions (or lack thereof)

6. Test the Factual Basis for the 14 Alleged Scope Changes. For each of the 14 alleged Owner-directed scope changes that Meridian claims were not formalized as Change Orders, the deposition should elicit (a) the specific nature of the alleged change, (b) the identity of the Northgate representative who allegedly directed it, (c) the date of the alleged direction, (d) whether Meridian requested a formal Change Order,

7. Pin Down Meridian's Force Majeure Defense. Meridian has asserted force majeure as a defense to its schedule delays, relying principally on COVID-19-related supply chain disruptions and labor market impacts. The deposition should establish that (a) Meridian's performance during Phase 1, which was most directly impacted by COVID-19, was relatively acceptable (only a 47-day delay on one milestone); (b) delays worsene

8. Develop Testimony Useful for Northgate's Counterclaims. Northgate's counterclaims total $149 million, comprising $49 million in liquidated damages (Counterclaim I), $81.7 million in excess completion costs (Counterclaim II), and $18.3 million in remediation costs (Counterclaim III). Yeung's testimony should develop the factual record supporting each of these counterclaims, including admissions regarding the magnit

1. Develop Impeachment Material for Trial. Yeung is likely to be a principal witness at trial. By locking her into specific factual positions under oath, the deposition will create opportunities for impeachment if her trial testimony deviates from her deposition testimony. Particular attention should be paid to eliciting precise dates, numbers, and characterizations that can be compared against documentary evidence a

2. Identify Inconsistencies with Prior Witness Testimony. The testimony of Victor Sandoval (December 10–11, 2024) and Marcus Henley (December 3–4, 2024) has already been obtained. The Yeung deposition should be used to identify inconsistencies between her testimony and the testimony previously given by these two witnesses, particularly regarding (a) the causes of schedule delays, (b) the root causes of quality defici

3. Probe Yeung's Knowledge of Meridian's Financial Condition and Ridgepoint's Involvement. Ridgepoint Capital Group LP holds a 55% equity stake in Meridian, acquired in 2018 for approximately $285 million. The deposition should explore the degree to which Ridgepoint was involved in operational decisions affecting the Northgate project, whether Ridgepoint's financial expectations drove Meridian to overextend its resou

4. Explore the Corrective Action Plan. The Corrective Action Plan submitted on March 5, 2024, is a critical document in the cure notice timeline. Yeung, as COO, likely played a central role in its preparation. The deposition should establish the factual and operational assumptions underlying the CAP, probe the basis for the $87 million additional compensation demand, and test whether the CAP was genuinely implementab

1. Meridian's Operational Failures Were Systemic and Known to COO-Level Leadership. The delays, quality deficiencies, and resource shortages plaguing the Northgate project were not isolated incidents or the product of unforeseeable events. They were systemic failures rooted in Meridian's own management decisions, and Bridget Yeung — as the officer responsible for day-to-day operations — knew about them, was responsib

2. The 14 Alleged Scope Changes Do Not Withstand Scrutiny. Each of the 14 changes that Meridian alleges were directed by Northgate without formal Change Orders was either (a) not actually a scope change at all but rather a clarification or field-level adjustment within the original MCA scope; (b) a condition addressed by the unit-rate pricing structure already embedded in the MCA; or (c) a Contractor-caused issue tha

3. Meridian Failed to Cure Despite Multiple Opportunities. Northgate served Cure Notice No. 1 on January 18, 2024, identifying specific deficiencies. Meridian's response on February 2, 2024, disputed the characterization of those deficiencies as material breach but offered no concrete remediation plan. Cure Notice No. 2 followed on February 19, 2024, demanding a remediation plan within 15 days. The Corrective Action

4. Force Majeure Is Not a Legitimate Excuse. Meridian's force majeure defense is undermined by the chronological record. Phase 1, which bore the brunt of COVID-19 disruptions, was completed with only modest delays. Delays accelerated dramatically in Phase 2 and Phase 3, when COVID-related disruptions were diminishing. The worsening trajectory of performance is the hallmark of management failure, not force majeure.

II. WITNESS BACKGROUND AND FOUNDATION A. Personal and Professional Background The initial segment of the deposition should establish the foundational facts about the deponent. These questions serve the dual purpose of building a clear record of Yeung's qualifications and experience and of building rapport before transitioning to more adversarial topics. The examiner should elicit the following information methodicall

1. Full Name and Current Title. Confirm that the deponent's full legal name is Bridget Yeung and that she currently holds the title of Chief Operating Officer of Meridian Infrastructure Partners LLC.

2. Office Location. Confirm that her principal office is located at 1800 Post Oak Boulevard, Suite 1200, Houston, Texas 77056. Establish whether she has or had a secondary office or workspace in the Northeast Division to support the Northgate project.

3. Tenure at Meridian. Establish how long Yeung has been employed by Meridian Infrastructure Partners LLC. Determine when she assumed the role of COO. Explore what role or roles she held prior to becoming COO, if applicable.

4. Prior Experience in Fiber-Optic or Telecommunications Construction. This is a critical area. Yeung's credibility as a knowledgeable operational leader depends in part on her familiarity with the technical aspects of fiber-optic construction. Determine whether she has prior experience specifically in fiber-optic or telecommunications infrastructure construction, or whether her background is in other types of constr

5. Educational Background. Explore whether Yeung holds degrees in engineering, construction management, business administration (MBA), or related fields. Determine where she obtained these degrees and whether any of her academic training relates specifically to fiber-optic infrastructure or telecommunications.

6. Prior Employers. Identify Yeung's prior employers in the construction and infrastructure sectors. Establish the types of projects she managed before joining Meridian and the approximate scale (dollar value, geographic scope) of those projects. B. Role and Responsibilities at Meridian This section should establish a detailed picture of Yeung's responsibilities at Meridian and, in particular, her role with respect t

1. Description of COO Duties. Obtain Yeung's own description of her duties and responsibilities as COO. Probe specifically for: day-to-day operational oversight of all Meridian projects; project staffing and resource allocation across the portfolio; subcontractor selection, management, and oversight; quality assurance and quality control at the enterprise level; interaction with the CEO on strategic and operational m

2. Reporting Structure. Confirm the reporting hierarchy: Yeung reported to Victor Sandoval (CEO). Marcus Henley (VP of Field Operations, Northeast Division) reported directly to Yeung. Establish how frequently Yeung communicated with Henley regarding the Northgate project — was this daily, weekly, or on some other cadence? What form did those communications take (in-person meetings, telephone calls, video conferences

3. Role in the Northgate Project Specifically. Establish that the Northgate MCA was the largest single contract in Meridian's portfolio at the time of execution and throughout the duration of the project. Determine the extent of Yeung's hands-on involvement: Did she attend project status meetings? Did she visit project sites? Did she review milestone progress reports? Did she participate in communications with Northg

4. Meridian's Overall Size and Scope. Confirm that Meridian generated approximately $620 million in revenue for fiscal year 2023, employed roughly 2,400 individuals at peak staffing, and maintained a project backlog of approximately $1.4 billion at the time of termination (including the Northgate MCA), which declined to approximately $770 million following termination. These figures are important for contextualizing

5. Involvement in MCA Negotiations. Explore whether Yeung was involved in the negotiation of the Master Construction Agreement in 2019–2020. If so, what was her role? Did she participate in discussions regarding the milestone schedule, liquidated damages provisions, quality standards, Change Order procedures, or termination provisions? What was her understanding of the risk allocation embodied in the MCA's fixed-pric

6. Interface with Ridgepoint Capital Group LP. Ridgepoint Capital Group LP holds 55% of Meridian's equity, having acquired its stake in 2018 for approximately $285 million. Explore whether Yeung had a regular reporting relationship with Ridgepoint, specifically with Graham Latimer (Ridgepoint's designated board member or portfolio manager). Did Latimer receive operational updates regarding the Northgate project? At w

1. Reading and Familiarity. Confirm that Yeung has read the Master Construction Agreement dated March 15, 2020, between Northgate Fiber Americas Inc. and Meridian Infrastructure Partners LLC. Determine when she first read the MCA and whether she has reviewed it in preparation for this deposition.

2. Key Provisions. Confirm Yeung's awareness of and familiarity with the following MCA provisions, which are central to this dispute: (a) MCA § 8.2 — Milestone Schedule. The project was structured around 14 defined milestones, each with specific target completion dates and associated milestone payment values, as set forth in MCA Exhibit B. (b) MCA § 9.1 — Liquidated Damages. Liquidated damages were set at $175,000 pe

3. Contract Scope. Confirm Yeung's understanding that the MCA encompassed the construction of approximately 18,500 route miles of fiber-optic infrastructure across seven states: New York, New Jersey, Connecticut, Massachusetts, Pennsylvania, Maryland, and Virginia.

4. Contract Price. Confirm that the total contract price was $1.2 billion, structured as 65% fixed-price milestones ($780 million) and 35% unit-rate work ($420 million).

5. Contract Term. Confirm that the contract term was five years from Notice to Proceed ("NTP"), running from April 1, 2020, through March 31, 2025.

III. TOPIC AREA 1: OPERATIONAL MANAGEMENT AND STAFFING A. Organizational Structure for the Northgate Project This area of inquiry should establish the organizational framework through which Meridian managed the Northgate project and Yeung's position within that framework. The goal is to ensure that Yeung cannot later claim she was removed from operational decision-making.

1. Key Personnel. Identify by name and title each of the key Meridian personnel assigned to the Northgate program under Yeung's oversight. Determine who the project manager was, who the field superintendents were, who managed quality assurance, and who oversaw permitting and right-of-way acquisition for Meridian. Were these full-time assignments, or were these individuals also responsible for other Meridian projects?

2. Marcus Henley's Role and Communication. Marcus Henley served as VP of Field Operations for Meridian's Northeast Division and reported directly to Yeung. He was the individual most directly responsible for day-to-day field operations on the Northgate project. Establish the frequency and nature of Yeung's communications with Henley. Did they have regularly scheduled calls or meetings? Were there weekly or monthly st

3. Crew Deployment. Determine the number of construction crews deployed to the Northgate project at various stages — during Phase 1 mobilization, during Phase 2 ramp-up, at peak deployment, and at the time of termination. Compare the actual crew count at each stage against the crew count that was planned or projected at the time of MCA execution. Were planned crew levels ever achieved? If not, what was the shortfall,

4. Recruitment and Retention Difficulties. Explore whether Meridian had difficulty recruiting and retaining qualified personnel for the Northgate project, including fiber splicers, directional boring operators, and aerial construction crews. Were these difficulties attributable to market-wide labor shortages, or were they the result of Meridian-specific factors such as compensation levels, working conditions, or comp

5. Reference to Henley's Deposition Testimony. During his deposition on December 3–4, 2024, Marcus Henley made specific admissions regarding crew shortages and their impact on schedule performance. Pin Yeung to testimony that is either consistent with or inconsistent with Henley's admissions. If her testimony is inconsistent, document the inconsistency carefully for potential impeachment at trial. B. Resource Allocat

1. Allocation Among Projects. How did Meridian allocate resources — including crews, equipment, supervisory personnel, and financial capital — between the Northgate project and other active projects in Meridian's portfolio? What process or framework governed resource allocation decisions? Did Yeung have the final authority over resource allocation, or was that decision shared with Sandoval or subject to Ridgepoint ap

2. Competing Projects. At the time of termination, Meridian's total project backlog was approximately $1.4 billion, including the remaining value of the Northgate MCA. After the Northgate MCA was terminated, the backlog declined to approximately $770 million. What were the other major projects in Meridian's portfolio that competed with the Northgate project for resources? When were those other projects awarded, and d

3. Diversion of Resources. Did Yeung approve or direct, at any time during the life of the MCA, the transfer or diversion of construction crews or equipment from the Northgate project to other Meridian projects? If so, identify each instance, the number of crews or pieces of equipment diverted, the duration of the diversion, and the impact on Northgate schedule performance.

4. Ridgepoint's Influence on Resource Allocation. Explore whether Ridgepoint Capital Group LP's financial expectations — including return-on-investment targets and portfolio growth objectives — influenced Meridian's decision to pursue and accept additional project work during the period of the Northgate MCA, potentially stretching Meridian's resources beyond its capacity to perform on all commitments simultaneously.

1. Key Subcontractors. Identify each of the key subcontractors used by Meridian on the Northgate program. For each subcontractor, establish (a) the scope of work assigned, (b) the geographic area or phase covered, (c) the approximate dollar value of the subcontract, and (d) whether the subcontract was competitively bid or negotiated.

2. Selection, Management, and Monitoring. How were subcontractors selected? What due diligence or prequalification process did Meridian employ? Once engaged, how were subcontractors managed and monitored for schedule and quality performance? Did Meridian assign dedicated supervisory personnel to oversee each subcontractor's work? Were there regular quality inspections or audits of subcontractor work?

3. NCRs Attributable to Subcontractors. Of the 287 NCRs issued during the project, how many were attributable in whole or in part to subcontractor performance? How many of the 43 critical NCRs involved subcontractor work? Were any subcontractors terminated, suspended, or placed on corrective action as a result of quality failures?

4. Corrective Actions Regarding Subcontractors. What corrective actions did Yeung direct when subcontractor performance was deficient? Were deficient subcontractors replaced? Were additional oversight resources assigned? Was any back-charge or penalty provision invoked against underperforming subcontractors?

5. Third-Party Subpoenas. Northgate has issued third-party subpoenas to seven subcontractors. Explore what Yeung knows about the documentation that exists regarding subcontractor performance issues, including subcontractor performance evaluations, back-charge documentation, default notices, and any correspondence between Meridian and its subcontractors regarding quality or schedule deficiencies.

IV. TOPIC AREA 2: SCHEDULE DELAYS — PHASE-BY-PHASE ANALYSIS This topic area is the heart of the material breach case. The examiner should proceed methodically through each phase, establishing the specific milestone delays, the contractual consequences, and the causes of delay. The pattern of accelerating delays across all three phases is the single most powerful piece of evidence supporting Northgate's termination de

1. Scope and Schedule. Confirm that Phase 1 encompassed approximately 3,200 route miles in the New York metropolitan area and northern New Jersey. The phase was assigned Milestones 1 through 4 under MCA Exhibit B. The planned construction period was April 2020 through September 2021. The aggregate milestone payment value for Phase 1 was $208 million.

2. Milestone 3 Delay. Three of the four Phase 1 milestones were achieved on time. Milestone 3, however, was 47 days late. The target completion date was August 28, 2021; actual completion was not achieved until October 14, 2021. Establish Yeung's understanding of the causes of this delay. Were the causes Contractor-related (labor shortages, subcontractor issues, equipment failures), Owner-related (permitting delays,

3. Liquidated Damages Assessment. Liquidated damages of $8,225,000 were assessed for the Milestone 3 delay (47 days × $175,000/day), as communicated by Northgate's letter dated November 5, 2021. These damages were deducted from subsequent progress payments. Did Meridian dispute this assessment at the time? If Meridian accepted the assessment without formal protest, ask why Meridian now disputes the legitimacy of the

4. Harbinger of Systemic Problems. The Phase 1 Milestone 3 delay, while modest in isolation, was the first warning sign of the systemic schedule problems that would escalate dramatically in Phases 2 and 3. Establish whether Yeung recognized, at the time, that the Phase 1 delay signaled broader operational challenges. What, if anything, did she do after Phase 1 to prevent similar or worse delays in subsequent phases?

1. Scope and Schedule. Confirm that Phase 2 encompassed approximately 5,600 route miles in Connecticut, western Massachusetts, and southern Pennsylvania. The phase was assigned Milestones 5 through 8 under MCA Exhibit B. The planned construction period was October 2021 through June 2023. The aggregate milestone payment value for Phase 2 was $363 million.

2. Milestone-by-Milestone Delays. The Phase 2 delays were dramatic and accelerating: (a) Milestone 5: 22 days late. Liquidated damages assessed: $3,850,000 (22 × $175,000). (b) Milestone 6: 68 days late. Liquidated damages assessed: $11,900,000 (68 × $175,000). (c) Milestone 7: 91 days late. Liquidated damages assessed: $15,925,000 (91 × $175,000). (d) Milestone 8: Never completed before termination. At the time of t

3. Total Phase 2 Liquidated Damages. The total Phase 2 liquidated damages amount to $40,775,000. Combined with Phase 1 liquidated damages of $8,225,000, the aggregate pre-termination liquidated damages total $49,000,000 — the basis for Northgate's Counterclaim I.

4. Pattern of Accelerating Delays. The Phase 2 milestone delays followed a clear and alarming trajectory: 22 days → 68 days → 91 days → 134+ days. This is not a pattern consistent with isolated problems or force majeure events; it is a pattern consistent with systemic operational failure. Ask Yeung directly to explain this deteriorating trend. What changed between Milestone 5 (22 days late) and Milestone 7 (91 days l

5. Operational Changes. After each Phase 2 milestone delay, what specific operational changes did Yeung implement to address the causes of delay and prevent further deterioration? Were additional crews hired? Were underperforming subcontractors replaced? Was additional equipment mobilized? Were supervisory resources increased?